Professional Responsibility for Transactional Lawyers

Course Information

Registration Information

Meeting Times

Day Time Location
TUE, THU 9:05 - 10:20 am TNH 3.129

Evaluation Method

Type Date Time Location


This course explores real-world issues of legal ethics and professional responsibility that confront lawyers engaged in transactional practice—counseling and representing corporate clients in contract negotiations, mergers and acquisitions, bank financings and securities offerings. We will focus on the ABA Model Rules of Professional Conduct (Model Rules) and more general principles of legal ethics that apply specifically to transactional practice, and on the implications for transactional practice of the Model Rules of more general application. We will also examine the special challenges of multijurisdictional and international practice, as well as the “gatekeeper” role of transactional lawyers in corporate governance and curbing corporate wrongdoing. And since corporate or transactional lawyers often act more generally as counselors to their clients, the course will also touch on ethical issues that arise in litigation—but only as such issues bear on transactional practice. Be advised that for students interested in litigation practice, another PR course might be a better fit. Also be advised that the course is not designed to prepare you for the Multistate Professional Responsibility Examination (MPRE).


The course is designed around discussions of hypothetical problems and case studies designed to sensitize you to the kinds of ethical and moral issues you will undoubtedly face as a practicing transactional lawyer. The goal of the course is to give you an awareness of these kinds of issues, as well as methods for approaching them when they arise in your own practice. Accordingly, the course will take a very hands-on approach to Professional Responsibility. Working in groups, students will be responsible for presenting the case studies and hypotheticals, supplemented by lectures and class visits from local lawyers in transactional practice, and your assessment in the course will be based in large part on your group presentation (which will include your group’s write-up of findings and conclusions from its presentation). There will also be a take-home final examination in the course.


This course fulfills the Professional Responsibility requirement for graduation.